0000899243-17-021934.txt : 20170912 0000899243-17-021934.hdr.sgml : 20170912 20170912191615 ACCESSION NUMBER: 0000899243-17-021934 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170908 FILED AS OF DATE: 20170912 DATE AS OF CHANGE: 20170912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR III GP LLC CENTRAL INDEX KEY: 0001288740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36904 FILM NUMBER: 171082006 BUSINESS ADDRESS: STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Partners III, L.P. CENTRAL INDEX KEY: 0001288739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36904 FILM NUMBER: 171082007 BUSINESS ADDRESS: STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KKR & CO. 9 WEST 57TH ST - 41ST FL CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR 2006 GP LLC CENTRAL INDEX KEY: 0001432740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36904 FILM NUMBER: 171082008 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Associates 2006 LP CENTRAL INDEX KEY: 0001432739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36904 FILM NUMBER: 171082004 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OPERF Co-Investment LLC CENTRAL INDEX KEY: 0001433006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36904 FILM NUMBER: 171082005 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GoDaddy Inc. CENTRAL INDEX KEY: 0001609711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 465769934 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14455 N. HAYDEN ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: (480)505-8800 MAIL ADDRESS: STREET 1: 14455 N. HAYDEN ROAD CITY: SCOTTSDALE STATE: AZ ZIP: 85260 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-09-08 0 0001609711 GoDaddy Inc. GDDY 0001432740 KKR 2006 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001288739 KKR Partners III, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001288740 KKR III GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001433006 OPERF Co-Investment LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432739 KKR Associates 2006 LP C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Class A Common Stock 2017-09-08 4 S 0 1860860 43.71 D 5110409 I See Footnotes Class A Common Stock 2017-09-08 4 S 0 903463 43.71 D 2401535 I See Footnotes Class A Common Stock 2017-09-08 4 C 0 2684894 A 3059041 I See Footnotes Class A Common Stock 2017-09-08 4 S 0 2684894 43.71 D 374147 I See Footnotes Class A Common Stock 2017-09-08 4 C 0 295522 A 332386 I See Footnotes Class A Common Stock 2017-09-08 4 S 0 295522 43.71 D 36864 I See Footnotes Class A Common Stock 2017-09-08 4 C 0 64533 A 72583 I See Footnotes Class A Common Stock 2017-09-08 4 S 0 64533 43.71 D 8050 I See Footnotes Units of Desert Newco, LLC 2017-09-08 4 C 0 64533 0.00 D Class A Common Stock 64533 168232 I See Footnotes Units of Desert Newco, LLC 2017-09-08 4 C 0 29522 0.00 D Class A Common Stock 29522 770397 I See Footnotes Units of Desert Newco, LLC 2017-09-08 4 C 0 2684894 0.00 D Class A Common Stock 2684894 6999274 I See Footnotes This amount represents the $44.00 secondary public offering price per share of Class A Common Stock of the Issuer less the underwriting discount of $0.29 per share for shares sold pursuant to an underwritten public offering. Pursuant to the terms of an exchange agreement, "Units of Desert Newco, LLC", which represent limited liability company units of Desert Newco, LLC, and an equal number of shares of Class B Common Stock of GoDaddy Inc. (the "Issuer"), were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer. Shares of the Issuer are held by KKR 2006 GDG Blocker L.P. ("KKR 2006 GDG"). Shares of Class A Common Stock of the Issuer are held by GDG Co-Invest Blocker L.P. ("GDG Co-Invest"). GDG Co-Invest GP LLC is the general partner of GDG Co-Invest. Securities are held by KKR 2006 Fund (GDG) L.P. ("KKR 2006 Fund"). KKR Associates 2006 AIV L.P. ("KKR Associates 2006") is the general partner of KKR 2006 Fund. Securities are held by KKR Partners III, L.P. ("KKR Partners III"). KKR III GP LLC is the general partner of KKR Partners III. Messrs. Henry R. Kravis and George R. Roberts are the managers of KKR III GP LLC. Securities are held by OPERF Co-Investment LLC ("OPERF"). KKR Associates 2006 L.P. is the manager of OPERF. KKR 2006 GP LLC is the general partner of KKR Associates 2006 L.P. KKR Fund Holdings L.P. is the designated member of KKR 2006 GP LLC. KKR Fund Holdings GP Limited is a general partner of KKR Funds Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR 2006 AIV GP LLC is the general partner of KKR 2006 GDG, the sole member of GDG Co-Invest GP LLC and the general partner of KKR Associates 2006. KKR Management Holdings L.P. is the designated member of KKR 2006 AIV GP LLC. KKR Management Holdings Corp. is the general partner of KKR Management Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Management Holdings Corp. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC. Each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein, and the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Pursuant to an exchange agreement, Units of Desert Newco, LLC are exchangeable on a one-on-one basis for shares of Class A Common Stock at the discretion of the holder. The exchange rights under this exchange agreement do not expire. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, GDG Co-Invest Blocker L.P., GDG Invest GP LLC, KKR 2006 Fund (GDG) L.P., KKR Associates 2006 AIV L.P., KKR 2006 GDG Blocker L.P., KKR 2006 AIV GP LLC, KKR Management Holdings Corp. KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Henry R. Kravis and George R. Roberts have filed a separate Form 4. KKR PARTNERS III, L.P. By: KKR III GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in- fact for William J. Janetschek, Member 2017-09-11 KKR III GP LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Member 2017-09-11 OPERF CO-INVESTMENT LLC By: KKR Associates 2006 L.P., its general manager By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2017-09-11 KKR ASSOCIATES 2006 L.P. By: KKR 2006 GP LLC, its general partner By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2017-09-11 KKR 2006 GP LLC By: /s/ Terence Gallagher Name: Terence Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2017-09-11